1. NAME
The Commission shall be known as the National Horse Show Commission, Inc.
2. PURPOSE
The Commission shall serve as the regulatory agency of the Member Organizations for the purposes of (i) promulgating, administering, and executing rules, regulations and sanctions concerning the conduct and activities of owners, exhibitors, trainers, designated qualified persons (hereinafter "DQP’s"), judges and other horse show officials with respect to their conduct and activities related to horse shows, sales and exhibitions, and to general matters affecting owners, exhibitors, trainers, DQP’s, judges, and show officials; (ii) teaching and fostering the prevention of the soring of and cruelty to show horses; (iii) taking lawful available action for the enforcement of the laws and regulations, state and federal, relating to or in any way affecting horses being shown, auctioned or exhibited; (iv) affiliating or sanctioning shows, sales, and exhibitions, and maintaining certification with the United States Department of Agriculture (hereinafter "USDA"), or its successor, as a Horse Industry Organization (hereinafter "HIO") with a qualified DQP program utilized for detecting sore horses at shows, sales, and exhibitions; (v) working in conjunction with the USDA to achieve compliance and enforcement of the Horse Protection Act (hereinafter "HPA") and industry rules and regulations; and (vi) engaging in any and all other lawful business allowed to accomplish the foregoing purposes and not contrary to law. The Commission shall be independent of the Member Organizations, and the activities of the Commission shall be strictly controlled and governed by its own Board of Directors. It is the express intention and agreement of the Member Organizations that no Member Organization shall have any authority to govern or overrule any decision of the Commission.
The Member Organizations agree that future actions of the Commission shall not violate any of the Commission’s By-Laws, contractual agreements, or federal of Tennessee laws, and agree that any contracts heretofore entered into by the commission, unless prohibited by law, should be modified or superseded by this Agreement.
3. BOARD OF DIRECTORS
A. Board of Directors. The Commission shall be governed and managed by a Board of Directors. The Board of Directors shall consist of four Directors appointed by the President from each of the Member Organizations. Any one of four Alternates appointed by the President of each Member Organization may serve as a Director in the absence of that Member Organization’s appointed Directors. Each Member Organization shall have four votes among its Directors, or Alternates serving as a Director, present at any meeting; provided, however, that any voting Alternate is so noted at the commencement of a Commission meeting.
Any additional organization desiring to become a member of the Commission shall make application, contractually agree to the terms hereof, and may be admitted only upon the unanimous consent of the then current Member Organizations and upon the proportioned payment of funds as determined by the Member Organizations.
B. Method of Appointment. The President of each member organization shall appoint their Directors and Alternates from their respective memberships in a manner deemed appropriate in their sole discretion. The Directors and Alternates for each Member Organization shall be appointed on or before the 15th day of January of each year. Only the appointed Directors, or an Alternate serving as a Director, or their duly appointed successors, may participate or vote at a Board of Directors meeting.
C. Terms. Terms of appointment shall be at the discretion of the President of each Member Organization.
D. Removal. Any Director of Alternate can be removed by the appointing Member Organization for any reason deemed appropriate by that Organization, and in such an event the removing Member Organization shall immediately appoint a successor Director or Alternate who shall serve the balance of the replaced Director or Alternate’s Team.
E. Removal for Cause. Notwithstanding anything continued herein to the contrary, in the event that any Director or Alternate acts in violation of the rules of procedure enacted by the Board of Directors, as amended from time to time, or in a manner that would reasonably be expected to significantly diminish the respectability or credibility of the Board, then by majority vote of the remaining Directors, the Board may request the removal of the offending director, or Alternate acting as a Director, by the Member Organization which appointed the offender. The request shall include all pertinent information in as much specificity as is reasonably possible. The Member Organization’s governing body shall consider the request as expeditiously as possible and shall notify the Commission Board of Directors of the decision.
F. Disqualification. No individual may be appointed to act as a Director of an Alternate if that individual is suffering, or at any time during the last six (6) months prior to the appointment has suffered an NHSC or USDA HPA continuous suspension of more than sixty (60) days. No previously appointed individual may continue to serve as a Director or Alternate, if that individual suffers an NHSC or USDA HPA continuous suspension of more than sixty (60) days. Upon receipt of an NHSC notice of such a previously appointed individual’s NHSC or USDA HPA suspension, the appointing Member Organization shall replace that individual within ten (10) days thereafter.
G. Chairman and Vice Chairman. A Chairman and Vice-Chairman shall be appointed from the Board of Directors to serve one year terms and shall have such duties and responsibilities as are customary and usual. Each shall be chosen by the Member Organization whose turn it is, consistent with a rotational basis commencing with a Chairman from WHOA, continuing with WHAT and a Vice-Chairman from WHAT, and continuing with WHOA. Provided however, that notwithstanding anything contained herein to the contrary, subject to a two-thirds vote of the entire board of Directors, a Chairman may succeed himself or herself.
H. Quorum and Voting. A majority of the entire Board of Directors shall constitute a quorum and a simple majority of those present and qualified to vote at any meeting shall control all votes, unless a greater majority is required by the Articles of Incorporation, the By-Laws, applicable law, or the terms of this Agreement.
4. OFFICERS
A. Executive Vice-President. The Executive Vice-President shall work at the pleasure of the Board of Directors and may be employed or terminated by the affirmative vote of eighty percent (80%) of the entire Board. In hiring an Executive Vice-President, preference shall be given to a Bachelor’s Degree or five (5) years of executive administrative experience. The salary shall be commensurate with the qualifications.
The Executive Vice-President shall have the customary and usual duties of a chief executive officer of a corporation, shall have the duty, when warranted, of employing a Hearing Officer in, and an attorney for the prosecution of, matters before the Hearing Committee and shall have such other duties as the Board of Directors may set forth.
B. Director of Animal Welfare/DQP Services. The Director of Animal Welfare/DQP Services shall work at the pleasure of the Executive Vice-President, subject to review and reversal by an eighty percent (80%) majority of the Board of Directors. In hiring a Director of Animal Welfare/DQP Services, preference shall be given to a Doctorate of Veterinary Medicine or five (5) years of similar experience. The salary shall be commensurate with the qualifications.
The Director of Animal Welfare/DQP Services shall have the usual customary duties of an executive officer of a corporation, shall be responsible for testing, appointing, training, licensing, disciplining, and scheduling DQP’s; shall be responsible for the drafting and proposing of rules and procedures in regard to animal welfare and DQP’s; shall be responsible for presenting evidence to the Hearing Committee or the Board of Directors in the licensing or disciplining of DQP’s; shall be responsible for maintaining certification with the USDA as an HIO and working in conjunction with the USDA to achieve compliance and enforcement of the HPA; shall be responsible for the maintenance and scheduling of fluoroscopes and any other similar diagnostic devices; and shall have such other duties as the Executive Vice-President may set forth. As part of the process of testing, appointing, and licensing DQP’s, initial and renewal, the Director of Animal Welfare/DQP Services shall conduct a consent criminal record exam, a specific knowledge and skill exam on each applicant, and may conduct a polygraph examination related solely to activities as a DQP. All of the results shall be considered in the decision making process. NO DQP shall be licensed or renewed if they, or any member of their immediate family (parents, spouse, spouse’s parents, brother(s), sister(s), children, spouse’s children, children’s spouses, children’s children) trains, exhibits, shoes, breeds, or sells, other than the rare and infrequent sale, Tennessee Walking Horses. However, notwithstanding the foregoing, if the Director of Animal Welfare/DQP Services files a written waiver request with the Board of Directors, upon the affirmative vote of two-thirds of the Board, a waiver of the exclusion may be granted. The member Organizations intend that the Director of Animal Welfare/DQP Services and Board of Directors consider waiver requests carefully and intend that the goal will be no waivers, but recognize that a number of the Commission’s best currently licenses DQP’s would be precluded from continuing without such a waiver, and many of those would be precluded as a result of their family members’ actions not their own.
The Director of Animal Welfare/DQP Services’ decision as to whether or not a DQP’s license shall be granted to an applicant or whether or not a DQP’s license shall be renewed, shall be that Director’s alone, and the decision shall be final unless the applicant or DQP appeals to the Board of Directors. In order to perfect an appeal, the applicant or DQP must file with the Secretary-treasurer a written request for an appeal review and post a $300.00 non-refundable administrative fee within twenty (20) days of the written decision of the Director of Animal Welfare/DQP Services. Upon compliance with the foregoing, the Director of Animal Welfare/DQP Services’ decision shall be stayed until the Board of Directors reviews the applicant or DQP’s file. The Board shall review the file and render a decision within sixty (60) days of the proper filing of the appeal. The Board of Directors may reverse the Director of Animal Welfare/DQP Services’ decision upon the finding by a two-thirds majority of the Board that the file lacks substantial evidence to support the decision of the Director of Animal Welfare/DQP Service.
No individual may retain his/her license as a Commission DQP, if that individual acts in the capacity of a DQP, or in the capacity of a principal, officer, director, committee member, or substantially similar position, for any other HIO. This does not preclude any individual from being a Board Member or Executive Committee Member of the Tennessee Walking Horse Breeders’ and Exhibitors’ Association. Upon verifiable information to the sole satisfaction of the Director of Animal Welfare/DQP Services, a DQP so acting shall be immediately terminated, and there shall be no appeal. The individual may reapply for licensing two (2) years after last acting as a DQP, or as a principal, officer, director, committee member, or substantially similar position, for any other HIO.
The Director of Animal Welfare/DQP Services shall schedule the required number of licensed DQP’s for each affiliated horse show, and, if financially reasonable and needed, shall schedule an additional DQP to aid in horse inspections and to insure compliance with the HPA and Commission Rules and Regulations in the warm-up area and throughout the horse show grounds. To the extent financially reasonably possible, DQP’s will be scheduled to work shows in rotating geographical areas. The Director of Animal Welfare/DQP Services, as often as financially possible, shall also schedule a clerk to aid the DQP in the required record keeping.
The Director of animal Welfare/DQP Services (Director for the remainder of this paragraph) shall review DQP "tickets" and shall investigate "ticket protests," complaints, or violations, brought to or by the Commission relating to DQP "tickets," DQP’s findings, DQP’s methods, ability, or conduct, or DQP’s integrity. After conducting the review or investigation of any complaint or violation, of the Director finds insufficient reason to believe the complaint or violation to be substantiated, the Director shall issue a written finding to so notify the complaining individual or entity. After concluding the review or investigation of any "ticket protest," if the Director finds sufficient reason to believe the "ticket protest" to be valid, the Director shall certify the matter to the Hearing Committee without the necessity of the complaining individual paying any administrative fee, and the effect of the "ticket" shall be stayed pending the hearing. After concluding the review or investigation of any DQP "ticket," complaint, or violation, if the Director finds sufficient reason to believe the DQP "ticket," complaint, or violation to be substantiated, the Director shall issue a written finding and penalty, if any, in accordance with the NHSC Official Rule Book. The written finding and/or penalty of the Director shall become final, unless the individual aggrieved individual must file with the Secretary-Treasurer a written request for an appeal hearing and post a $300 non-refundable administrative fee within twenty (20) days of the written decision of the Director. If the aggrieved party is the Commission or an agent thereof, the fee shall be waived. Upon compliance with the foregoing, the Director’s decision shall be stayed until the Hearing Committee rules on the matter. Complaints or violations believed by the Director to b substantiated, but that are without specified penalties in the Rule Book, shall have appropriate penalties determined in the sole discretion of the Director subject to a determination by the Hearing Committee.
C. Director of Judges and Horse Shows. The Director of Judges and Horse Shows shall work at the pleasure of the Executive Vice-President, subject to review by an eighty percent (80%) majority of the entire Board of Directors. In hiring the director of Judges and Horse Shows, preference shall be given to a Bachelor’s Degree and/or at least three (3) years of administrative experience. The salary shall be commensurate with the qualifications.
The Director of Judges and Horse Shows (Director of the remainder of this paragraph) shall have the usual customary duties of an executive officer of a corporation; shall be responsible for investigating, testing, training, licensing and disciplining of judges applicants and judges; shall be responsible for the drafting and proposing of rules, procedures, and guidelines to the Board of Directors in regard to training, appointing, licensing and disciplining of judges; shall be responsible for an Oath of Office and Code of Conduct for judges; shall be responsible for maintaining a procedure to monitor the performance of judges , to include a short Directors’ administrative suspension for a perceived violation or shortcoming, not to exceed ninety (90) days, which shall not be deemed to be a disciplinary action; shall be responsible for maintaining an apprentice program; shall be responsible for presenting evidence in the licensing or disciplining of judges to the Board of Directors or Hearing Committee; shall be responsible for promoting, developing, and soliciting the affiliation of horse shows; and shall have such other duties as the Executive Vice-President may set forth. As part of the process of testing, appointing, training, and licensing judges, the Director shall conduct a consent criminal record exam, a specific knowledge and skill exam on each applicant, and may conduct a polygraph examination related solely to activities as a judge. All of the results shall be considered in the decision making process.
The Director of Judges and Horse Shows’ decision as to whether or not a judge’s license shall be granted to an applicant or whether or not a judge’s license shall be renewed, shall be that Director’s alone, and the decision shall be final unless the applicant or judge appeals to the Board of Directors, hi order to perfect an appeal, the applicant or judge must file with the Secretary-Treasurer a written request for an appeal review and post a $300.00 non-refundable administrative fee, within twenty (20) days of the written decision of the Director of Judges and Horse Shows. Upon compliance with the foregoing, the Director of Judges and Horse Shows decision shall be stayed until the Board of Directors review the applicant or judge’s file. The Board shall review the file within sixty (60) days of the proper filing of the appeal. The Board of Directors may reverse the Director of Judges and Horse Show’s decision upon the finding by a two-thirds majority of the Board that the file lacks substantial evidence to support the decision of the Director of Judges and Horse Shows.
No individual may retain his/her license as a Commission Judge if that individual acts in the capacity of a horse show judge, or in the capacity of a principal, officer, director, committee member, or substantially similar position, for any other HIO. This does not preclude any individual from being a Board Member of Executive Committee Member of the Tennessee Walking Horse Breeders’ and Exhibitors’ Association. Upon verifiable information to the sole satisfaction of the Director of Judges and Horse Shows, a judge so acting shall be immediately terminated, and there shall be no appeal. The individual may reapply for licensing four (4) years after last acting as a horse show judge, or in the capacity of a principal, officer, director, committee member, or substantially similar position, for any other HIO.
The Director of Judges and Horse Shows (Director for the remainder of this paragraph) shall investigate complaints or violations, brought to or by the Commission relating to judges, including but not limited to, their conflicts, conduct, methods, ability, or integrity. After concluding the investigation of any complaint or violation, if the Director finds insufficient evidence to support the complaint or violation, the Director shall issue a written finding and so notify the complaining individual or entity. After concluding the investigation of any complaint or violation, if the Director finds sufficient evidence to believe the complaint or violation to the substantiated, the Director shall issue a written finding and penalty, if any, in accordance with the NHSC Official Rule book. The written finding and/or penalty of the Director shall become final unless the individual or entity aggrieved by the decision appeals to the Hearing Committee. In order to perfect an appeal, the aggrieved individual or entity must file with the Secretary-Treasurer a written request for an appeal hearing and post a $300 non-refundable administrative fee within twenty (20) days of the written decision of the Director. If the aggrieved party is the Commission or an agent thereof, the fee shall be waived. Upon compliance with the foregoing, the Director’s decision shall be stayed until the Hearing committee rules on the matter. Complaints or violations believed by the Director to be substantiated, but that are without specified penalties in the Rule Book, shall have appropriate penalties determined by the sole discretion of the Director subject to a determination by the Hearing Committee.
D. Secretary-Treasurer. The Secretary-Treasurer shall work at the pleasure of the Executive Vice-President, subject to review and reversal by a two-thirds majority of the Board of Directors. In hiring the Secretary-Treasurer, preference shall be given to an Associate Degree or at least four (4) years of administrative experience. The salary shall be commensurate with qualifications.
The Secretary-Treasurer shall have the usual customary duties of a Secretary-Treasurer of a corporation, including recording and maintaining minutes of all Commission meetings; mailing notices of all meetings relating to the Commission Board of Directors, Officers, business, committees, or otherwise; receiving funds and recording all receipts and disbursements of the commission and maintaining all financial transactions in an acceptable format in accordance with generally accepted accounting standards; and shall have such other duties as the Executive Vice-President may set forth.
E. Simultaneous Offices. The Board of Directors may authorize the Executive Vice-President to also serve as the Director of Animal Welfare/DQP Services and/or the Director of Judges and Horse Shows, as the Board deems that his or her qualifications and ability would reasonably allow. In addition, the Board of Directors may authorize the Executive Vice-President to fill the remaining offices with as few individuals as their qualifications and abilities would reasonably allow.
5. COMMITTEES. The Board of Directors shall provide for and maintain a Hearing Committee, and a Rules Committee, as is set forth herein. The Board of Directors shall have the authority to appoint such other committees and subcommittee as, in the opinion of the Board, are necessary to carry out their function. Provided, however, that at no time shall any committee be comprised of fewer persons than the number of Member Organizations and all committees and subcommittees shall provide for equal representation of the Member Organizations.
Notwithstanding anything contained herein to the contrary, no individual may be appointed to serve on a committee or subcommittee if that individual is suffering, or at any time during the last six (6) months prior to the appointment suffered, an NHSC or USDA HPA continuous suspension of more than sixty (60) days. No previously appointed individual may act as a committee or subcommittee member if that individual suffers an HNSC or USDA HPA continuous suspension of sixty (60) days. Upon receipt of NHSC notice of such a previously appointed individual’s HNSC or USDA HPA suspension, the Board of Directors or appointing Member Organization shall replace that individual within ten (10) days thereafter.
A. Hearing Committee. The Board of Directors shall establish a Hearing committee. The Hearing Committee shall be comprised of five (5) individuals. These individuals, as well as their immediate family members (parents, brother(s), sister(s), spouse, spouse’s parents, children, spouse’s children, children’s spouses, children’s children), must not have owned, trained, or exhibited Tennessee Walking Horses, and must not have been a DQP, a Tennessee Walking Horse Judge, or a Tennessee Walking Horse show official. This Committee shall be chosen by the Executive Vice-President, or his designee, on a random basis from a master list of individuals qualified and expressing a willingness to serve in response to an open invitation, in accordance with adopted rules and procedures, and may change from one hearing to another at the discretion of the Executive Vice-President. The Hearing Committee shall meet for the purposes of hearing protests, complaints and/or violations brought to or by the Commission in accordance with written policies and procedures. The five (5) members of the Hearing Committee shall function in accordance with written policy that outlines its duties and responsibilities. The Board of Directors shall adopt rules of procedure in regard to the Hearing Committee which shall include such matters as the procedure for the invitation to serve, maintaining the secrecy of the master list, the process of random selection from the list, the remuneration of members, allocation of costs, evidentiary requirements, order of proof, continuances, attendance at hearings, and such other matters as in the opinion of the board of Directors will provide for a more orderly handling of the matters coming before that body. Upon the scheduling of a hearing, a copy of the rules of procedure for the hearing shall be provided to all parties. The Hearing Committee members shall likewise be provided with a copy of the rules of procedure and an outline of their responsibilities. On the day of the hearing(s), the Hearing Committee members shall appear thirty (30) minutes prior to the first scheduled hearing for a brief orientation.
Hearings conducted before the Hearing Committee shall be open to the public and shall be transcribed by a Court Reporter. Any party aggrieved by a decision of the Hearing Committee may appeal to the Commission Board of Directors by filing with the Secretary-Treasurer a written request for an appeal, posting a $300 non-refundable administrative fee, and filing twelve (12) copies of the transcript from the hearing, all within twenty (20) days of the decision (the aggrieved party shall be responsible for the cost of preparing the transcript.) If the aggrieved party is the Commission or agent thereof, or horse show management, then the fee shall be waived and the Commission shall pay the costs of the transcript. Upon complying with the foregoing, the Hearing Committee decision shall be stayed until the Commission Board of Directors reviews the transcript. The Board shall review the transcript and render a decision within sixty (60) days of the proper filing of the appeal. The Commission Board of Directors may reverse or amend the Hearing Committee’s decision upon the finding by more than eighty percent (80%) of the entire Board that the transcript lacks substantial evidence to support the decision of the Hearing Committee.
B. Rules Committee. The Directors from each Member Organization shall meet as a separate group and elect amongst themselves one Director to serve a one year term on the Rules committee. The Rules Committee shall meet quarterly to consider changes in the NHSC Official Rule book, and to consider those additions, deletions, or modifications as noticed by the Pleasure Horse or Performance Horse Sub-Committees as set forth herein. If the majority decision of the Rules committee is to add, delete, or modify a Rule, the Committee shall publish a notice, six (6) months prior thereto, of its intent to recommend to the Board of Directors such addition, deletion, or modification. At the expiration of that six (6) month period, the Rules committee shall revisit its decision, consider the public comment, and deliberate again. The Rules Committee may then determine to withdraw, to propose, or to modify and propose the addition, deletion or modification and, by the affirmative vote of a two-thirds majority of the entire Board, may add, delete or modify the rule. The addition, deletion, or modification shall become effective on the first day of January next following its adoption and it shall remain inviolate for a period of two years.
Notwithstanding anything continued herein to the contrary, the Rules Committee shall have no authority in regard to rules and/or procedures affecting DQP’s or Judges, inspection procedures and penalties, procedures, rules or procedure, and rules regarding hearings and appeals, as those matters shall be within the jurisdiction of the Commission Board of Directors.
i. Pleasure Horse Rules Sub-Committee. The Rules committee shall establish a Pleasure Horse Rules Sub-Committee. The Pleasure Horse Rules Sub-Committee shall have authority over rules relating exclusively to pleasure horses. The President of each Member Organization shall appoint three members and three alternates to serve one year terms on the Committee. The members and alternates must, for the past three calendar years and currently, to a substantial and significant degree, own, exhibit, and/or train, flat shod pleasure Tennessee Walking Horses for show ring competition. The Pleasure Horse Rules Sub-Committee shall meet quarterly to consider changes in the NHSC Official Rule Book. If the majority decision of the Pleasure Horse Rules Sub-Committee is to add, delete, or modify a Rule, the Committee shall so notify the Rules Committee.
ii. Performance Horse Rules Sub-Committee. The Rules Committee shall establish a Performance Horse Rules Sub-Committee. The Performance Horse Rules Sub-Committee shall have authority over rules relating exclusively to performance horses. The President of each Member Organization shall appoint three members and three alternates to serve one year terms on the Committee. The members and alternates must, for the past three calendar years and currently, to a substantial and significant degree, own, exhibit, and/or train, performance Tennessee Walking Horses for a show ring competition. The Performance Horse Rules Sub-Committee shall meet quarterly to consider changes in the NHSC Official Rule Book. If the majority decision of the Performance Horse Rules Cub-Committee is to add, delete, or modify a Rule, the Committee shall so notify the Rules Committee.
6. RULE BOOK
The official rules and regulations of the Commission shall be embodied in a copyrighted booklet entitled "NHSC Official Rule Book." The initial copyrighted rule book shall be the NHSC Official Rule Book to be attached hereto, as amended, and subject to modification as a result of any written agreement with the USDA. The Rule Book shall be added to, amended by, or deleted from, by the acts of the Rules Committee and Board of Directors as set forth herein. However, notwithstanding anything contained herein to the contrary, the Board of Directors if it perceives an immediate need, may add, amend, or delete any rule, effective upon the adoption of the addition, amendment, or deletion, by the affirmative vote of more than eighty percent (80%) of the entire Board.
7. LICENSING RESPONSNBILITIES.
The member Organizations agree that there shall be a requirement for the licensing of Trainers, the licensing of Amateurs, and the registration of any Tennessee Walking Horse by the Tennessee Walking Horse Breeders’ and Exhibitors’ Association in order for a horse, trainer, exhibitor, or owner to participate in a horse show, sale or exhibition that is affiliated with or sanctioned by the Commission.
a. Trainers. The Walking Horse Trainers Association shall have the exclusive authority and responsibility for the licensing of Trainers, and shall receive the fees for that licensing. WHTA shall provide the Commission, on a current basis, a list of all individuals who have been licensed, including their address and license number, and shall provide a duplicate of said list to the other Member Organization. It shall be the duty of the WHTA to maintain current addresses for trainers and notice required, if sent to the address provided by the WHTA, shall be valid notice to that trainer.
b. Amateurs. The Walking Horse Owners Association shall have the exclusive authority and responsibility for licensing amateurs, for the issuance of the Amateur Cards, and shall receive the fees for that licensing. WHOA shall mail a copy of the NHSC Official Rule Book to the licensee upon the initial grant of an Amateur Card. The Commission shall provide the Rule book to WHOA. WHOA shall provide the Commission, on a current basis, a list of all individuals who have received Amateur Cards, including their address and card number and shall provide a duplicate of said list to the other Member Organization. It shall be the duty of the WHOA to maintain current addresses for amateurs and any notice required, if sent to the address provided by the WHOA, shall be valid notice to that amateur.
8. CONFLICTS OF INTEREST.
In the event that any member of the Board of Directors, any Alternate, any committee member, or any alternate committee member deems themselves to have a conflict of interest in any matter, such individual shall disqualify themselves in regard to that matter. Any member of the Board of Directors, including an Alternate sitting for a member of the Board of Directors, that is perceived to have a conflict of interest may be disqualified from participating in such matter by an eighty percent (80%) vote of the Board of Directors. In such an event, the Member Organization may appoint one of its alternates to serve in that individual’s seat.
9. FUNDING
The Commission shall receive its funding from (i) affiliating or sanctioning horse shows, auctions, or exhibitions; (ii) inspecting horses at shows, auctions, or exhibitions; (iii) licensing and re-licensing Judges and DQP’s; (iv) selling Rule Books; (v) collecting fines as a result of violations; (vi) donations and contributions; (vii) sponsors or advertisers; (viii) such other sources as are allowed by law and agreed upon by the Board of Directors. Each year the Board of Directors shall develop a budget based on reasonable expectations in accordance with generally accepted accounting methods. If it becomes apparent in developing that budget that in order to provide the necessary services contemplated there may be an excess of expenses over income, a "shortage" may be projected. That shortage should not exceed Fifty Thousand Dollars ($50,000.00). I the event that a shortage is projected, or is not projected but does occur, the Member Organizations shall contribute the difference in equal shares, on a monthly basis for projected shortages and within thirty (30) days of billing for non-projected shortages.
10. COMMITMENTS
A. The Member Organizations commit and agree that they shall not enter into or be an affiliate of, or member of, any other HIO or affiliation program during the term of this Agreement, or any renewal thereof. The Member Organizations agree that each shall affirmatively cooperate in such a fashion as to facilitate the continuation of the commission in an effective, efficient, orderly, and businesslike manner.
B. All Member Organizations shall maintain their financial commitments to the Commission and shall meet any shortage funding requirements within thirty (30) days of billing. If a billing remains unpaid for a period of sixty (60) days, all privileges, including but not limited to the right to vote, afforded to the offending Member Organization shall be suspended until all billings are paid in full.
C. Any funding shortage remaining at the end of the calendar year shall be paid by the Member Organizations in equal shares on or before the 30th of January.
D. Except as set forth in paragraph 17 herein, suspensions or withdrawals from the Commission by Member Organizations shall not operate to negate their obligation to contribute to any subsequent occurring financial shortage incurred by the Commission during the term of this Agreement or any renewal thereof.
11. SHOW RECORDS
Immediately upon creation, show records at all Commission affiliated or sanctioned shows, auctions, or exhibitions, shall become the property of the commission for such purposes as the Commission deems necessary and prudent, subject to a copy of such records being provided to the Commission. WHOA may use such records for their High Point Awards purposes and WHTA may use such records for their Horse of the Year awards; however, the Commission may make such records available to other Association on a cost basis as determined by the Board of Directors.
12. HIGH POINT AWARDS
The Walking Horse Owners’ Association shall have the right to conduct the National High Point Awards program.
13. CONTINUATION OF TICKETS, COMPLAINTS, SUSPENSIONS OR PROBABATION.
Any ticket, complaint or violation pending or in existence on the date of the inception of this Agreement which came into existence under the terms of the prior Agreement between the Member Organizations shall be continued, contemplated, or resolved in due course as if it arose under the terms of this Agreement as to procedural issues and under the terms of the prior Agreement as to substantive issues. Any suspension or probation pending or in existence on the date of the inception of this Agreement which came into existence under the terms of the prior Agreement between the Member Organizations shall be served or initiated as if it arose under the terms of this Agreement as to procedural issues and under the terms of the prior Agreement as to substantive issues.
14. INDEMNIFICATION.
The Commission shall indemnify and advance expenses to each present and future Director, Alternate, or officer, or the executor, administrator, or other legal representative of any such Director, Alternate, or officer, to the fullest extent allowed by the laws of the State of Tennessee, as now in effect and as hereafter adopted. The Commission may indemnify and advance expenses to any employee or agent of the corporation who is not a Director, Alternate, or officer, or his executor, administrator or other legal representative, to the same extent as to a Director, Alternate, or officer if the board of Directors determines that it is in the best interest of the corporation. The Commission shall also have the power to contract with any individual Director, Alternate, officer, employee, or agent for whatever additional indemnification the Board of Directors shall deem appropriate, as long as it is consistent with public policy. The foregoing right of indemnification and advancement of expenses shall not be exclusive of any other rights to which the Director, Alternate, or officer may be entitled as a matter of law, or which may be lawfully granted to him. The indemnification and advancement of expenses hereby granted to him. The indemnification and advancement of expenses hereby granted by the Commission shall be in addition to, and not in restriction or limitation of, any other privilege or powers the corporation may lawfully exercise with respect to indemnification, advancements, or reimbursement of Directors, Alternates, officers, or employees.
15. TERM.
This Agreement shall become effective on January 23, 2006, and shall continue for a period of three years, until December 31, 2008.
16. RENEWAL.
This Agreement shall automatically renew for successive two year period, unless any Member Organization gives written notice at least six months prior to the termination date of this Agreement or the renewal thereof.
17. BREACH.
In the event that a Member Organization defaults in any obligation created by this Agreement, the Member Organization in default shall be liable to the other(s) for all damages. In the event that (i) the Commission undertakes an action that is a breach of its By-Laws, this Agreement, federal law, or Tennessee law; (ii) within sixty (60) days of such action written notice is provided by a Member Organization to the Chairman of the commission, the Executive Vice-President of the Commission, and the Presidents of the Member Organizations, setting forth with specificity the nature of offending action and the action necessary to correct the same; and (ii) no such corrective action is taken within sixty (60) days of receiving such notice, then the Member Organization providing the notice, notwithstanding that some or all of its Commission Directors participated in such action, in addition to all other remedies available, may withdraw from the Commission upon ten days notice of the intention to do so. Upon withdrawal, the Member Organization shall have no further obligations under the terms of this Agreement, financial or otherwise, specifically including, but not limited to, the commitment not to enter into or be a part of any other HIO or affiliation program during the term of this Agreement, or any renewal thereof, and the commitment to affirmatively cooperate in such a fashion as to facilitate the continuation of the Commission in an effective, efficient, orderly, and businesslike manner. In the event that any litigation is commenced as a result of the withdrawal of a Member Organization pursuant to the foregoing, the party found to be wrong shall be liable to the other(s) for all reasonable expenses.
In the event that any act of commission or omission on the part of the Commission, or any party acting on its behalf, results in the Commission being finally decertified as an HIO by the USDA with no appeals pending, the Member Organizations shall immediately be released from incurring any future obligations accruing under the terms of this Agreement, financial or otherwise, specifically including, but not limited to, the commitment not to enter into or be a part of any other HIO or affiliation program during the term of this Agreement, or any renewal thereof, and the commitment to affirmatively cooperate in such a fashion as to facilitate the continuation of the Commission in an effective, efficient, orderly, and businesslike manner. Each Member Organization shall be free to thereafter become a part of any other HIO or affiliation program or to form another.
18. SEVERABILITY.
If any part of this Agreement is found by a court of competent jurisdiction to be invalid, then the rest of this Agreement shall be read as if the part found to be invalid did not exist.
19. GENDER AND NUMBER.
Unless the context requires otherwise, the use of one gender shall include all genders and the use of the singular shall include the plural and vice versa.
20. CAPTIONS.
The caption preceding the various paragraphs are for the convenience of reference only, and none of them shall be used to aid in the construction of any provision contained in this Agreement.
21. CHOICE OF LAW.
This Agreement shall be governed by the laws of the State of Tennessee, both as to interpretation and performance.
IN WITNESS WHEREOF the undersigned Member Organizations, pursuant to resolutions of their respective boards of Directors, which resolutions have not been revoked and remain in full force in effect, have caused this Agreement to be executed by their respective Presidents.
WALKING HORSE OWNERS ASSOCATION, "WHOA"
By: ___________________________________________
President
WALKING HORSE TRAINERS ASSOCATION, "WHTA"
By: ____________________________________________
President